Lynton and Barnstaple - Operations and Development

Good moniker for the current (but hopefully not for much longer) Chair...

 

I have received a response from James Hellyer, of the Trust's (and L & B Blackmoor Co's) accountants. He says:
‘The figures in the Trust accounts are placeholders taken from the management accounts as the LBBC accounts were not complete when the Trust accounts had to go to the printers. LBBC finalised accounts show capital and reserves of £1,301,073 and a profit before tax of £12,264.’ (Tax reduced this profit to £8,290 in the accounts)
All I can say is that a £45,000 change from the management accounts to the final ones doesn't say much for the quality of the information the LBBC Board are receiving.

 

If that

If that is the case then how can we expect to have any better information presented to the membership, if the management don't have the correct information present to them before they sign off the Books for the year.

Surly there should be a note some where saying that the figures presented are only made up to XYZ date and should not be treaded as a full aduited set of accounts from the OSHI.

I can honestly say I am getting more concerned about this the more that comes out of the woodwork.

 

As one of my friends , a retired account, used to comment. " Annual accounts are hardly worth the paper on which they are written!"

 

Magazine and Newsletter arrived this morning in East Sussex in a bright yellow envelope.

 

...yes. For a moment, i thought it was my long-awaited EGM paperwork !

 

At the end of Newsletter 83 there is an interesting item about the 'missing' motion proposed for the AGM, although no mention is made of its content (no surprise there!). Part of the item contains an 'extract' from the legal advice given to the Trust on this matter. Despite having read it several times very carefully, in the apparent absence of the full advice I remain baffled as to why the latter was not accepted.

As I read it, both the two motions to remove Anne and Chris as Trustees and the motion to remove the Chairman were regarded as valid motions under Sec 168 of the Companies Act 2006. Both required a General Meeting to move the relevant resolution(s). The difference appears to come from the fact that in the case of the former the Trustees decided at a Board Meeting to convene a General Meeting in order to move the Resolutions, whereas in the latter case the proposer and seconder needed support from 5% of the membership in order to compel the Board to convene a General Meeting.

What is not explained or touched upon in any way is:-

a) the 'convenient fact' that those proposing the motions to remove Anne and Chris were also part of the decision-making process at the Board Meeting which agreed the EGM, when surely - as signatories to the motions - they were conflicted and therefore should have recused themselves from the vote. Then surely they should have been treated as 'ordinary members' and required to demonstrate that they had 5% support?

b) the motion proposed to remove the Chairman also needed to be put to a General Meeting, but where - if at all - is it laid down that this can not be done at an Annual General Meeting? The 5% rule only applies surely in the case where a GM has to be called specifically for the purpose of moving the Resolution. As there was going to be a (A)GM anyway then (almost) no extra expense would be involved in adding an extra motion to the Agenda, so why would the 5% support be necessary?

 

Absolutely


Two different standards have been applied. The s168 motions proposed by the members who were also directors were accepted, the s168 motion by members who were not was rejected.


- What does this say about the integrity of the board of directors?


- What does it say about the director who is currently chairman when he is unwilling to face the same sanction which he is willing to take on others?


This organisation is in a very dark place



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I’m pleased that the opinion I posted on here some time ago has been confirmed by independent legal advice. Both section 168 notices were potentially valid although I would argue that the second to dismiss the chairman as a director was fatally flawed because it also proposed that he be barred from being a director in future. That would require a change in the Articles by way of a separate special resolution requiring a 75% majority. However, assuming that the s.168 notices were both valid the difference in the way they were treated results from the nature of the General Meeting. The AGM is called by the directors to deal with the business they have agreed to put on the agenda. If members want to put motions up for a vote they can ask the directors to add them but there is no right to have them included even if duly proposed and seconded. The only way members can control what is on the agenda is where they can amass the 5% threshold prescribed in the Companies Act. It may be convenient but the directors are not doing anything wrong by declining to table the motion to dismiss.

 

We've been over this before. but...
The agenda was set by the same directors who were proposing the removals. They should have excused themselves from the agenda setting decisions as they were conflicted.

 

While I don't disagree with you on this, I think there is a much bigger issue here and that is the use of Social Media and Electronic voting etc. As I see it we want to bring the communications issues up to date and to be able to incorporate it in to the M&As is where the problem lies right now.

While the current paper based voting forms etc will get to every member, not every member has or is willing to use any form of social media to replace it, so a proper balance needs to be found that will make 99% of the membership happy, but by the biggest issue around the L&BR has to be a lack of any ambition to build a longer and bigger railway full stop.

 

I don ‘t believe their personal desire to see the two directors dismissed satisfies the legal interpretation of a conflict of interest where some benefit has to accrue to the individual directors. In that case the benefit, which a majority of members agreed, would accrue to the company.

 

Would a board resolution be required to determine the contents of a general meeting agenda?

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It would need the approval of a majority of non conflicted directors.

 

They are conflicted because they are the proposers. They can’t be accusers, police, judge and jury while remaining impartial.
Honestly, your inclination to defend such an obviously vexatious and partial action is very telling about you.

 

That’s

That’s a classic case of shoot the messenger. I’m merely stating the legal position . OK I understand, you don’t like it but that doesn’t mean it’s wrong.

 

As I understand it, the Tust is giving additional details of the legal advice it obtained. They have named the firm which provided the advice. There were some who posted on this forum who said that legal advice was not sought - well we now know that it was. We might not agree with the advice but it was sought.

The EGM is in the past - and the results accepted. Again we might not agree with the result but most are doing the best to work with the result.

The AGM is tomorrow and 4 trustees will be elected - there will be at least 3 new trustees maybe 4. The maths say that at least two of the recommended candidates will be elected. If you used all 4 of your votes then at least 2 of the candidates you voted for will be elected. We will have the results tomorrow. We might be disappointed that someone we voted for was not elected but we just have to accept the result Lets wait and see what happens.

 

How can the agenda have been approved by a majority of non conflicted board members, when the proposers and seconders of the motions are sitting on the board? It’s like me sitting on a board and saying “we should award a contract to ghost enterprises for £500,000”…and then allowing me to take part in the vote.
It doesn’t make any sense.

 

As Harold has already said, the AGM is today and in time we will find out who has been voted on to the Trust board, be it 2, 3 or 4 new Trustees, Persoanlly I don't think it is going to make much differance right now since they have all got to learn to work with each other first of all.

I guess that there will be many issues raised at the first Trustee meeting, some will be easy to resolve while others will be more difficult to do so. One thing is for sure that unless the new trust board get's to grip with Fundraising then this project is not going to go anywere soon.

 

Exactly - learning to work together is key. There is a need for the problems of the recent past to be put firmly in the past.

There are clues in the recent newsletter about things which need to be addressed in the next few months. As you say fundraising needs to be addressed as a matter of urgency. It is a time for all trust members to get behind the new trustees.